Articles of Merger

                                       of

                            Ronden Acquisition, Inc.

                                  with and into

                           Ronden Vending Corporation

         Ronden  Acquisition,  Inc., a Florida  corporation,  and Ronden Vending
         Corp.,   a   Florida   corporation   (collectively   the   "Constituent
         Corporations"),  acting in compliance with the provisions ofss.607.1104
         of the Florida Statutes, hereby certify as follows:

         1.       A plan of merger has been  approved by the board of  directors
                  of  each  of  the  Constituent  Corporations.  A  copy  of the
                  Agreement and Plan of Merger, dated December 20, 1996, setting
                  forth the terms of the merger, is attached hereto as Exhibit A
                  and made a part hereof.

         2.       The effective date of the merger shall the date these Articles
                  of Merger are filed with the Florida Secretary of State.

         3.       The merger was adopted and  approved by the board of directors
                  of each of the Constituent Corporations on December 30, 1996.

Effective: December 30, 1996.


                                      Ronden Vending Corp.



                                      By: /s/ G. David George
                                          ------------------
                                              G. David George
                                              Chief Executive  Officer


                                      Ronden Acquisition, Inc.


                                      By: /s/ G. David George
                                          ------------------
                                              G. David George, President